The Good Guys and the Bad Guys is a 1969 American comedy Western film directed by Burt Kennedy. It stars Robert Mitchum and George Kennedy. Plot Jim Flagg is the marshal in the town of Progress. He hears arch-rival Big John McKay is headed toward town so he warns Mayor Wilker, a typical cheap politician, and others in Progress about rumor of an impending train robbery. Wilker doesn't appreciate Flagg causing a panic and relieves him of his job and badge by retiring him. Flagg sets out on his own and discovers McKay has joined up with a band of youthful outlaws. After being taken prisoner, Flagg escapes death thanks to McKay's intervention after the youthful Waco takes over the gang, but the two old enemies end up in a fistfight. Taken back to town, Flagg puts McKay in a boarding house run by Mary, a widow. The mayor and town folks don't take the threat seriously. When the outlaws arrive, intent on robbing a train, McKay sides with Flagg in defeating their plans. Flagg's old friend Grundy plays the fool and gets himself killed by one of the gang members. The outlaws intend to rob the train before it arrives at the town bank when it stops at the station. Flagg and McKay board the train before it reaches town. Although they are initially detained by on-board security inside a privy, they are able to break free. They climb into the locomotive cab and take the crew hostage. The train does not stop at the station and passes into town. Mayor Wilker and a band of townspeople chase after the train. The outlaws, upon realizing the train has not stopped, also chase after it. McKay uncouples the front cars of the train from the rear passenger coaches, overtaking the outlaws. The train approaches a section of broken track over a cliff and is too fast to stop in time. Flagg, McKay and the workers bail out before it plunges off the cliff and explodes. The outlaws catch up and rob the burning train compartments. Flagg and McKay ambush them and kill most of them in the ensuing gunfight. McKay meets Waco as he is about to escape. Waco manages to wound McKay, who then shoots him dead. McKay remarks to Flagg that he "thought he could beat him [Waco]" to which Flagg replies "You did beat him." Mayor Wilker